Note Offering Memorandum

Note Offering Memorandum

A note offering memorandum document is used universally to raise debt capital. A note by tradition has a maturity date of under 10 years. The document itself will layout the ‚Äúoffering‚ÄĚ terms, i.e. what the issuer or entrepreneur is offering investors for their capital (in the ‚Äúmemorandum‚ÄĚ, i.e. the document). The OM, as its also referred to, is used to obtain debt or equity funding and each OM should be specifically tailored for each business model and plan, especally for note issuance. Our team specializes in drafting and writing offering memorandum for note offerings. We have¬† written, edited or assisted with hundreds of offering memorandums for private and public note issuance. Note offerings are a popular method to raise debt capital and indeed many note offerings will have issuers write a offering memorandum.

The note offering memorandum will outline the terms of the debt securities offering. For example, if the company is selling notes or notes, the offering memorandum will detail the terms of the offering such as the interest rate and maturity date, payment and coupon dates, convertible note or convertible note dates and terms, and many other factors. Thus, the writing of a offering memorandum can assist in expediting the capital raising process.

Note Offering Memorandum Writing Assistance

For the securities to be exempted from registration via a note offering the note offering memorandum must detail many features. Here are a few:

  • The¬†note offering memorandum¬†must give details of the securities being offered for sale to investors;
  • Like in any well prepared and written offering memorandum the management team of the company must be detailed;
  • Additional material regarding the¬†note¬†securities being offered must be shown as well (if other than common stock); and
  • Finally, financial projections or financial statements must be included in the offering memorandum. In most cases, they will need to be certified by an independent accountant.

Private Placement of Note Offering memorandum

A note offering memorandum is often used in the private placement market to raise capital. The most common form of any document used to raise capital under 144A and Reg S is the note offering memorandum, which will detail the private placement terms. Private placements of 144A are both conducted for equity and debt offerings.

Public Placement of 144A & Reg S

Often companies that are listed publicly may initiate a private offering under rule 144A and Regulation S (Reg S) to raise capital debt capital by selling securities such as notes.

Offering memorandum for Issuers of Notes

For issuers considering selling Note, to investors a well-tailored and written note offering memorandum is mandatory, particularly for those seeking US investors. A¬†note offering memorandum¬†offering document can add value to your offering by showing investors you are serious about raising money. In addition, it is essentially a requirement for any issuer that wants to raise debt or equity capital to hand investors a offering memorandum. The¬†note offering memorandum¬†will educate the investors and allow them to decide if the offer merits deeper thought or an investment. The document itself should tell the company story, both the product offerings and the securities being offered in detail, including the team behind the company, the terms of the securities, rules such as 144A/Reg S and more. Attached to any¬†note offering memorandum¬†is the subscription agreement, which is the ‚Äúcontract‚ÄĚ between the issuer and the investor. Once signed the investor would then send in his/her money for the securities.

The note offering memorandum should be viewed by the issuer as an opportunity not to be wasted. In other words, the offering memorandum is the story of the company and will be the single most important document used to raise capital from investors. Without such a formal document, it is unlikely a company will raise capital, let alone be taken seriously by those that invest in debt securities.

What Can Do

For startups or established companies or funds seeking to raise capital via a formal debt securities offering, securities regulators worldwide, as well as investors in a private offering require the Issuer to submit a professional preliminary red herring offering memorandum note offering memorandum offering document. The team of consultants and attorneys can assist with the writing and drafting of your offering memorandum for financing and other securities offering documents. Whether you are conducting a private or public offering for debt or equity issuance, our team can ensure that your offering memorandum is structured to conform with both local regulatory and global standards to maximize success during your capital formation needs. The team of consultants and attorneys can assist with the writing and drafting of your company’s red herring preliminary offering memorandum or other offering documents. Whether you are conducting a private or public offering for debt or equity issuance, our team can ensure that your offering memorandum is structured to maximize success.

Here are the (7) basic steps regarding our process:

  1. team conducts the initial analysis of your company.
  2. We will recommend the best course of action, taking into consideration time frame, budgets and overall needs.
  3. We undertake all work and begin the process. This would include the drafting of the offering memorandum or any other document such as the offering memorandum, or legal agreements from our attorneys.
  4. We send the documents to you for review.
  5. Once approved, and if you need, an attorney opinion letter can be included in the paperwork.
  6. If you require filing or registration with various agencies we will undertake as well.
  7. We are a start-to-finish firm and our number one goal is the successful growth of our clients. can assist with your note offering memorandum campaign as well as with your debt financing private placement needs. We are the world leading firm that specializes in public and offering memorandum writing and general business and legal document writing services.

Our team at¬†has years of experience writing offering memorandums for hundreds of varying industries and businesses and writing their¬†note offering memorandum. We work one on one with our clients during the¬†note offering memorandum¬†drafting process and take it upon ourselves ‚Äď in almost obligatory fashion ‚Äst to assist our clients with their quest for growth once our services our complete.

If you are considering raising capital and the offering memorandum written feel free to reach out to us.

Contact Us Today for a Free Consultation

Read More